In this project we propose to synthesize new potential medicinal agents which are analogs or derivatives of two different types of compounds. One model compound is a 2,3-diaryl-3-chloropropenal (NCI-618121) that has been shown to be active against HIV and may be active against breast cancer. The other is 4-(3,4-dimethoxy-benzylidene)homophthalimide which is active in the NCI screen against cancer. Our aim is to prepare derivatives of NCI-618121 that will retain anti-viral activity and possess greater bioavailability; we shall also synthesize analogs of the active homophthalimide compound to explore the scope of activity in this new structural type. Two undergraduate and two graduate students will be selected to work on this project.